Adam Aron
AMC ENTERTAINMENT HOLDINGSAbout Adam Aron
Adam M. Aron (age 71) is Chairman and Chief Executive Officer of AMC, serving as CEO, President, and director since January 2016 and Chairman since July 2021; he holds an MBA (with distinction) and BA (cum laude) from Harvard and brings 30+ years of CEO experience across consumer services and leisure sectors . AMC’s pay-versus-performance disclosure shows TSR value of an initial $100 investment declining to $10.25 in 2024 from $15.76 in 2023, with Adjusted EBITDA at $343.9 million and GAAP net loss of $352.6 million in 2024 . Management emphasizes EBITDA and free cash flow as the most critical performance metrics due to debt reduction priorities; 2024 Adjusted EBITDA was certified at $343.9 million and FCF at $(296.3) million for incentive purposes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AMC Entertainment Holdings, Inc. | Chairman, CEO, President, Director | 2016–present (Chairman since 2021) | Led refinancing, deleveraging and operational recovery; retail investor engagement; balance sheet actions |
| Starwood Hotels & Resorts | CEO; Director | CEO Feb–Dec 2015; Director 2006–2015 | Executive leadership of global hospitality; board oversight through strategic transition |
| World Leisure Partners, Inc. | Chairman & CEO | 2006–present | Consultancy across travel, real estate, and professional sports; strategic advisory experience |
| Philadelphia 76ers (HBSE) | CEO & Co-Owner; Investor | 2011–2013; investor through early 2023 | Sports franchise leadership; brand and customer engagement expertise |
| Apollo Management L.P. | Senior Operating Partner | 2006–2015 | Private equity portfolio operations; value creation initiatives |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Norwegian Cruise Line Holdings, Ltd. | Director (past 10 years) | n/a | Prior public company board experience |
| Centricus Acquisition Corp. | Director (past 10 years) | n/a | SPAC board role |
| Prestige Cruise Holdings, Inc. | Director (past 10 years) | n/a | Cruise industry board role |
| HBSE (NJ Devils, Philadelphia 76ers) | Director (private company, past 10 years) | n/a | Sports/entertainment board role |
Fixed Compensation
| Item | 2024 | 2023 | Notes |
|---|---|---|---|
| Base Salary ($) | 1,500,000 | 1,500,000 | Unchanged since 2021 |
| Target Annual Bonus (% of Salary) | 200% | 200% | Entirely tied to company performance (no individual component) |
| Actual 2024 AIP Paid ($) | 4,380,000 (146% of target) | n/a | Company component payout driven by indexed Adjusted EBITDA |
| Director Fees | None (employee directors not paid as directors) | None | Employee director policy |
Performance Compensation
| Program | Metric | Weighting | Target (2024) | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Incentive (AIP) | Adjusted EBITDA (indexed to industry box office/attendance) | 100% (CEO) | $350.2m at base case; threshold $280.2m; max $420.2m; indexed scale applied | Adjusted goal $315.0m vs actual $343.9m → 109% attainment | 146% of target (CEO: $4.38m) | Cash; paid post-certification |
| PSU Tranche Year 2024 | Adjusted EBITDA | 60% | Original: T=$350.2m; Modified: T=$315.0m | $343.9m | 146% | Cert. Feb 19, 2025 |
| PSU Tranche Year 2024 | Free Cash Flow | 40% | T=$(465.5m) (less negative is better); threshold $(558.6m); max $(372.4m) | $(296.3m) | 200% | Cert. Feb 19, 2025 |
| Equity Grant Mix (2025) | Performance vs Time | 60% PSUs / 40% RSUs | n/a | n/a | n/a | Mix changed from 50/50 to 60/40; added strategic initiative goals |
Additional details:
- 2024 annual equity grants: RSUs 631,579 units; PSUs 631,579 units (target split) for CEO; grant contingent on 2024 EIP approval .
- PSU tranches structured annually due to industry volatility; 2023 tranche modified to vest at 200%; 2024 Adjusted EBITDA tranche modified to reflect industry impacts (WGA/SAG-AFTRA strike effects) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Common) | 975,310 shares |
| Shares Outstanding (Record Date) | 512,943,561 shares |
| Ownership % of Outstanding | ~0.19% (975,310 / 512,943,561) |
| Unvested RSUs (12/31/24) | 631,579 |
| Unvested PSUs (12/31/24) | 2024 Tranche I: 252,632 (Adj EBITDA), 168,420 (FCF); prior tranches also outstanding |
| Ownership Guidelines | CEO 8x base salary; PSUs/RSUs at target count towards measurement; 5-year grace period; NEOs within grace as of 12/31/24 |
| Anti-Hedging / Anti-Pledging | Hedging and pledging prohibited by Insider Trading Policy |
| Options Outstanding/Exercises | No stock options were issued or exercised in 2024 |
Note: Shares acquired on 2024 vesting events (indicative of potential liquidity): CEO RSUs 126,328 ($771,864) and PSUs 252,666 ($1,116,784); amounts gross before tax withholding .
Employment Terms
| Term | Detail |
|---|---|
| Agreement Effective Date | January 4, 2016 |
| Initial Term / Renewal | 3-year initial term; automatic one-year extensions unless notice given |
| Base Salary Floor | ≥$995,000; Board may increase (not reduce) |
| Target Bonus Floor | ≥125% of base salary under AIP framework |
| Annual LTI Floor | ≥$4,000,000 in long-term equity value each year |
| Severance (Involuntary Termination) | 1.5x base + 1.5x average bonus (prior 24 months), paid over 24 months; plus $6,000,000 value via RSU vesting/cash over 3 years; 18 months medical coverage |
| Change-in-Control (CIC) Equity | Automatic acceleration of unvested RSUs/PSUs at higher of target or actual attainment upon CIC; single-trigger acceleration policy |
| CIC Definition (Summary) | >35% vote power change, board composition change via contest, or merger/asset disposition (subject to exceptions) |
| Cause/Good Reason | Defined for termination rights (e.g., felony, fraud, material diminution, geographic relocation, breach) |
Board Governance
- Board status and leadership: Aron serves as Chairman and CEO; Board appoints a Lead Independent Director (Philip Lader) to facilitate independent oversight and executive sessions .
- Independence: Aron is not independent under NYSE/Exchange Act; 10 of 11 directors are independent .
- Committees and roles: Aron is not listed as a member of the Audit, Compensation, or Nominating & Corporate Governance Committees; committee rosters and chairs disclosed (e.g., Compensation Committee chaired by Dr. Anthony Saich) .
- Board attendance: Board held nine meetings in 2024; directors generally attended ≥75% of meetings (exception noted for Mr. Sussman) .
- Governance enhancements proposed: Declassification of the Board to one-year terms; enabling written consent and stockholder-called special meetings (20% threshold); increase authorized shares to support debt equitization .
Director Compensation (Employee Director)
- Employee directors (including Aron) do not receive director compensation; only out-of-pocket reimbursements apply .
Compensation Committee Analysis
- Consultants: Aon advised in 2024; Korn Ferry engaged for 2025 after RFP process .
- Clawback: NYSE-compliant compensation clawback policy adopted Oct 2, 2023, covering excess incentive-based compensation over prior three completed fiscal years following a restatement .
- Ownership guidelines: Aggressive multiples; counting unvested PSUs toward guidelines to offset volatility; five-year cure period .
- Risk review: Committee concluded compensation practices did not create excessive risk; maximum payouts capped at 200% and multi-year overlapping vesting .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay support was ~39% (with only ~18% of eligible votes participating); Company conducted outreach with holders representing ~12% of outstanding stock and considered proxy advisor analysis .
- Responses included reducing CEO target total comp (equity value cut ~37% for 2024), explaining one-year PSU tranching due to industry volatility, using Adjusted EBITDA and FCF to align with deleveraging, and avoiding TSR in pay design given perceived disconnect with fundamentals; 2025 mix shifted to 60% PSUs with strategic initiative targets .
Compensation Peer Group (2024)
- Peer group maintained: AMC Networks; Bloomin’ Brands; Brinker; Carnival; Cinemark; Darden; Formula One Group; Hilton; Hyatt; IMAX; Lions Gate; Live Nation; Marriott; Norwegian Cruise Line; Roku; Royal Caribbean; Sinclair; TEGNA; Warner Bros. Discovery; Wyndham .
Related Party Transactions and Red Flags
- Related party transactions: None since January 1, 2024 .
- Anti-hedging/pledging: Prohibited .
- Options repricing: None; company did not grant options in 2024 .
- Equity award modifications: Compensation Committee modified PSU goals for 2023 and Adjusted EBITDA goal for 2024 tranches due to industry strikes and release schedule impacts; resulted in elevated vesting outcomes (200% and 146%)—a potential governance concern if repeated .
- CEO pay ratio: 974:1 for 2024 .
Performance & Track Record
- Key 2024 achievements cited in CD&A include debt refinancings extending maturities to 2029/2030, reduction of corporate borrowings/leases by $375.9 million, $261.8 million in equity proceeds, and record per-patron revenue metrics; Adjusted EBITDA: $343.9 million; year-end cash: $632.3 million .
- TSR under pay-versus-performance: fixed $100 investment values—2020: $29.60; 2021: $379.74; 2022: $92.50; 2023: $15.76; 2024: $10.25 .
Revenues and EBITDA (Annual)
Values retrieved from S&P Global.
| Metric (USD) | FY 2015 | FY 2016 | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|---|---|
| Revenues ($) | 2,802,100,000* | 3,068,500,000* | 4,777,900,000* | 5,056,500,000* | 5,020,900,000* | 1,074,500,000* | 2,251,500,000* | 3,515,100,000* | 4,360,300,000* | 4,185,400,000* |
| EBITDA ($) | 480,200,000* | 546,700,000* | 747,000,000* | 847,100,000* | 684,600,000* | (1,067,000,000)* | (413,400,000)* | 9,500,000* | 397,900,000* | 310,800,000* |
Values retrieved from S&P Global.
Compensation Structure Analysis
- Year-over-year mix and levels: CEO 2024 target equity reduced ~37% vs 2023, cutting total target comp by ~25%—supportive of aligning with performance and shareholder feedback .
- Shift toward PSUs: 2025 increased PSU weighting to 60% with additional strategic initiative targets—higher at-risk pay tied to operational execution .
- Discretionary modifications: 2023 and 2024 PSU goal adjustments to reflect industry conditions led to maximum or elevated vesting—beneficial for retention but a red flag if frequent .
Vesting Schedules and Insider Selling Pressure
- RSUs vest ratably over three years beginning first business day of the next fiscal year after grant; dividend equivalents accrue and pay at vesting .
- PSUs vest annually per tranche after Compensation Committee certification; dividend equivalents accrue and pay only to the extent of vesting .
- 2024 vesting activity resulted in significant share delivery to NEOs; no options outstanding/exercises reduce forced selling on expirations .
Investment Implications
- Alignment levers: Strong anti-hedging/pledging and ownership guidelines (CEO 8x salary) with PSUs focused on Adjusted EBITDA/FCF—aligned to deleveraging and cash generation .
- Retention vs governance trade-offs: Repeated PSU target modifications (2023/2024) and single-trigger CIC acceleration improve retention but introduce governance concerns around pay-for-performance rigor and potential windfalls in a transaction .
- Dual-role oversight: Chairman/CEO structure balanced by an active Lead Independent Director and independent committees, but still warrants scrutiny given independence concerns; ongoing declassification and expanded stockholder rights are positives .
- Performance sensitivity: Incentives tied to industry-dependent Adjusted EBITDA introduce volatility; TSR has been weak recently, underscoring execution and release schedule risks while emphasizing balance sheet and operational improvements in 2024 .